Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Since November 30, 2013: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.

Absence of Certain Changes or Events. Since November 30, 2013Except as described herein or in the Xxxxxxx Reports: (a) There has not been (i) any material adverse change change, financial or otherwise, in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA Xxxxxxx (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAXxxxxxx; (b) FTA Xxxxxxx has not (i) amended its Articles of Incorporation (or similar documents) or Bylawsby-laws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAXxxxxxx; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, or with its officers, directors, or employees; (c) FTA Xxxxxxx has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Xxxxxxx balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, propertiesproperty, or rights (except assets, propertiesproperty, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAXxxxxxx; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the best knowledge of the FTA ShareholderXxxxxxx, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAXxxxxxx.

Absence of Certain Changes or Events. Since November 30, 2013the date of the most recent ORNC balance sheet included in the ORNC SEC Reports: (a) There there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA ORNC or (ii) any damage, destruction, destruction or loss to FTA ORNC (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAORNC; (b) FTA ORNC has not not: (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAORNC; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course transactions or agreements of its businessany kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA ORNC has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business); (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent ORNC balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))rights, or canceled, or agreed to cancel, any debts or claims claims; (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAORNC; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA Shareholderto its knowledge, FTA ORNC has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAthe Group.

Absence of Certain Changes or Events. Since November 30, 2013: (a) There Since the date of the Acquiror Holding Latest Balance Sheet, there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, or financial condition business, of FTA either Acquiror Holding or (ii) any damage, destructionAcquiror Bank, or loss to FTA (whether any event which has had or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate will have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, material adverse effect on the business, operations, properties, assets, or financial condition of FTAAcquiror Holding or Acquiror Bank; (ii) any loss, damage, destruction, or other casualty materially and adversely affecting any of the business, operations, properties, assets, or financial condition of Acquiror Holding or Acquiror Bank or any of their subsidiaries (whether or not covered by insurance); (iii) any increase of more than 10% in the compensation payable by either Acquiror Holding or Acquiror Bank to any of their directors, officers, agents, consultants, or employees whose total compensation after the increase was in excess of $[ ] per annum, or any extraordinary bonus, percentage compensation, service award, or other like benefit granted, made, or accrued to the credit of any director, officer, agent, consultant, or employee, or any extraordinary welfare, pension, retirement, or similar payment or arrangement made or agreed to by Acquiror Holding or Acquiror Bank for the benefit of the director, officer, agent, consultant, or employee; (iv) any change in any method of accounting or accounting practice of Acquiror Holding or Acquiror Bank; (v) any loan in excess of $[ ] or portion of a loan in excess of $[ ] (A) rescheduled as to payments, (B) subject to a moratorium on payment, or (C) written off as uncollectible by Acquiror Holding or Acquiror Bank; or (vi) any agreement or understanding, whether in writing or otherwise, of Acquiror Holding or Acquiror Bank to do any of the foregoing. (b) Since the date of the Acquiror Holding Latest Balance Sheet, neither Acquiror Holding nor Acquiror Bank has: (i) issued or sold any promissory note, stock, bond, or other corporate security of which it is the issuer in an amount greater than $[ ]; (ii) discharged or satisfied any lien or encumbrance or paid or satisfied any obligation or liability (whether absolute, accrued, contingent, or otherwise and whether due or to become due) in an amount greater than $[ ] as to each lien, encumbrance, obligation, or liability, other than (A) current liabilities shown on the Acquiror Holding Latest Balance Sheet and current liabilities incurred since the date of the Acquiror Holding Latest Balance Sheet in the ordinary course of business and consistent with past practice and (B) any lien, encumbrance, obligation, or liability of the nature (regardless of amount) required to be disclosed under Section 4.10(a)(iii); (iii) declared, paid, or set aside for payment any dividend or other distribution (whether in cash, stock, or property), except for dividends by Acquiror Bank to Acquiror Holding to necessary to pay necessary and routine expenses of Holding; the extent Acquiror (iv) split, combined, or reclassified any shares of its capital stock, or redeemed, purchased, or otherwise acquired any shares of its capital stock or other securities; (v) sold, assigned, or transferred any of its assets (real, personal or mixed, tangible, or intangible), canceled any debts or claims, or waived any rights of substantial value, except, in each case, in the ordinary course of business and consistent with past practice; (vi) sold, assigned, transferred, or permitted to lapse any patents, trademarks, trade names, copyrights, or other similar assets, including related applications or licenses; (vii) paid any amounts or incurred any liability to or in respect of, or sold any properties or assets (real, personal or mixed, tangible or intangible) to, or engaged in any transaction (other than any transaction of the nature required to be disclosed under Section 4.10(a)(iii)) or entered into any agreement or arrangement with, any corporation or business in which Acquiror Holding, Acquiror Bank, or any of their officers or directors, or any “affiliate” or “associate” (as those terms are defined in the rules and regulations promulgated under the 1933 Act) of Acquiror Holding, Acquiror Bank, or any of their officers or directors, has any direct or indirect interest; (viii) entered into any collective bargaining agreements; or (ix) entered into any other transaction, other than in the ordinary course of business and consistent with past practice or in connection with the transactions contemplated by this Agreement.

Absence of Certain Changes or Events. Since November 30since the date of the most recent balance sheet forming part of the I-Level Financial Statements, 2013I-Level has conducted its Business only in the ordinary and regular course of business consistent with practice and, except as otherwise provided in this Agreement, there has not occurred: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or a Material Adverse Change with respect to I-Level; (ii) any damage, destruction, or loss to FTA (loss, whether or not covered by insurance) materially and adversely affecting the business insurance or financial condition of FTAnot, that could reasonably be expected to have a Material Adverse Effect on I-Level; (biii) FTA has not (i) amended its Articles any redemption, repurchase or other acquisition of Incorporation (I-Level Shares by I-Level or similar documents) any declaration, setting aside or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends any dividend or distributions of any assets of any kind whatsoever other distribution (whether in cash, stock or property) with respect to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; I-Level Shares; (iv) made any material change increase in its method or modification of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or officers, or any grant to any such director or officer of any increase in severance or termination pay; (v) any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars directors or officers; ($10,000); vi) any acquisition or sale of its property or Assets to a Person not dealing at arm's length; (vii) any entering into, amendment of, relinquishment, termination or non-renewal by it of any Material Contract, agreement, license, franchise, lease transaction, commitment or other right or obligation, other than in the ordinary and regular course of business consistent with past practice; (viii) an act whereby I-Level has engaged or entered into any transaction or made any increase in disbursement or assumed or incurred any profit sharingliability or obligation or made any commitment to make any expenditure which might materially and adversely affect any of the Assets or the organization, bonusoperations, deferred compensationaffairs, insuranceBusiness, pensionproperties, retirement, prospects or other employee benefit plan, payment, financial condition or arrangement made to, for, or with its officers, directors, or employeesposition of I-Level; (cix) FTA any resolution to approve a combination or reclassification of any of its outstanding shares; (x) an act whereby I-Level has not (i) borrowed purchased or agreed to borrow any funds or incurredpurchase, or become subject toleased or agreed to lease, or acquired or agreed to acquire, any material obligation property or liability (absolute or contingent) in excess of $10,000 except liabilities incurred asset, other than as required in the usual and ordinary course of business; the operation of the Business; (iixi) paid an act whereby I-Level has sold, transferred, disposed of, mortgaged, pledged, charged, or agreed to pay leased any material obligations Asset or liability (absolute or contingent) property, other than current liabilities, and all current liabilities were incurred as required in the usual and ordinary course of business and professional and other fees and expenses the operation of the Business; (xii) any change in connection with its accounting methods, principles or practices; or (xiii) any agreement or arrangement to take any action which, if taken prior to the preparation of Execution Date, would have made any representation or warranty set forth in this Agreement and the consummation materially untrue or incorrect as of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.date when made;

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the New Century Schedules, 2013since May 15, 2001: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA New Century or (ii) any damage, destruction, or loss to FTA New Century (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTANew Century; (b) FTA New Century has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTANew Century; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA New Century has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent New Century balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTANew Century; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderNew Century, FTA New Century has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of FTANew Century.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement (including the Schedules), 2013or as otherwise disclosed to MAGIC, since October 31, 2004: (a) There there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Seller; or (ii) any damage, destruction, destruction or loss to FTA Seller (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTASeller; (b) FTA Seller has not not: (i) amended its Articles articles of Incorporation (or similar documents) or Bylawsincorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTASeller; (iv) made any material change in its method of management, operation or accounting; or (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employeestransaction; (c) FTA Seller has not not: (i) excepting the payment of legal fees in connection with the negotiation and consummation of the transactions contemplated by this Agreement in an amount less than Seven Thousand Dollars ($7,000.00), borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) excepting the payment of legal fees in connection with the negotiation and consummation of the transactions contemplated by this Agreement in an amount less than Five Thousand Dollars ($5,000.00), paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Seller balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, properties or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))rights; or (iv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which they are it is a party if such amendment party; or termination is relevant (v) issued, delivered or agreed to the business of FTAissue or deliver any stock, bonds or other corporate securities, including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderSeller, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of FTASeller.

Absence of Certain Changes or Events. Since November 30December 31, 20132004, except as otherwise disclosed in the applicable Company Financial Statements or on SCHEDULE 3.6 to the Company Disclosure Schedule: (a) There there has not been (i) any material adverse change in the proposed businessCompany Material Adverse Effect, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAthe Company; (b) FTA none of the Company has not (i) amended its Articles of Incorporation (or similar documents) or BylawsOrganization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; ; (iiic) none of the Company has (i) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business in respect of FTAits business; (ivii) made any material change in its method of management, operation operation, or accounting; (viii) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (viiv) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (viiv) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viiivi) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (cd) FTA Except as disclosed on the Company Disclosure Schedule, none of the Company has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Company' balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant material, in respect of its business; or (v) issued, delivered, or agreed to the business of FTAissue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (de) To to the best knowledge of the FTA ShareholderCompany and Stockholders, FTA has not none of the Company have become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the businesstheir respective businesses, operations, properties, assets, or condition of FTAfinancial condition.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the schedules hereto, 2013: since the date of the most recent Prelude balance sheet described in Section 2.04 and included in the information referred to in Section 2.06. (a) There has not been (i) any material adverse change in the proposed business, operations, properties, level of inventory, assets, or condition of FTA Prelude or (ii) any damage, destruction, or loss to FTA Prelude (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition conditions of FTA; Prelude; (b) FTA Prelude has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAPrelude; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; ; (c) FTA Prelude has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Prelude balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used unused or un-useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), 5,000 or canceled, or agreed to cancel, any debts or claims (except debts or and claims which in the aggregate are of a value of less than Ten Thousand Dollars $5,000; ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAPrelude; and or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and un-issued or held as treasury stock); and (d) To the best knowledge of the FTA ShareholderPrelude, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of FTAPrelude.

Absence of Certain Changes or Events. Since November Except as set forth in Schedule 3.9, since June 30, 2013: (a) There 2000, IMSI has conducted its business in the ordinary course and there has not been occurred: (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or Material Adverse Effect; (ii) any damageamendments or changes in the Certificate of Incorporation or By-Laws of IMSI or similar organizational documents of its subsidiaries; (iii) any damage to, destruction, destruction or loss to FTA of any material asset of IMSI or any of its subsidiaries (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA); (iv) made any material change by IMSI in its method of managementaccounting methods, operation principles or accountingpractices; (v) entered into any other material transaction other than sales in the ordinary course revaluation by IMSI of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); subsidiaries' assets, including, without limitation, writing down the value of inventory or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, writing off notes or accounts receivable other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred than in the ordinary course of business; (iivi) paid any sale, pledge, disposition of or agreed encumbrance upon any asset of IMSI or any of its subsidiaries (except (A) sales of assets in the ordinary course of business, (B) dispositions of obsolete or worthless assets, and (C) sales of immaterial assets not in excess of $100,000 in the aggregate; (vii) any dividend or distribution with respect to pay or any material obligations redemption or repurchase of any capital stock of IMSI; (viii) cancellation or notice of cancellation or surrender of any policy of insurance (which has not been cured by payment of the premium, purchase of an equivalent policy, or otherwise) relating to or affecting IMSI's assets; (ix) any payment, discharge or satisfaction of any claim, lien, obligation, encumbrance or liability (absolute or contingent) whether absolute, unliquidated, other than current liabilitiesclaims, and all current liens, encumbrances or liabilities (A) that are reflected or reserved against in the Financial Statements or (B) that were incurred and paid, discharged or satisfied since such date in the ordinary course of business and professional and consistent with past practices; (x) any default on any material claim, liability or obligation; (xi) any prepayment, advance or other fees and expenses in connection deposit made by customers of IMSI with the preparation of this Agreement and the consummation respect to products or services contracted for but not provided as of the transactions contemplated herebydate hereof or any other unearned income other than prepayments, advances or deposits consistent with past practices; or (iiixii) sold there has been no increase by more than $10,000 in the compensation of any of IMSI's officers or transferred, employees who earn more than $100,000 annually or agreed loans made by IMSI to sell or transfer, any of its assetsstockholders, propertiesdirectors, officers or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAemployees.

Absence of Certain Changes or Events. Since November September 30, 2013:2005, neither Buyer nor any of its Subsidiaries has (a) There has not been issued, delivered or agreed to issue or deliver any stock, bonds or other corporate securities (i) any material adverse change whether authorized and unissued or held in the proposed business, operations, properties, assets, or condition treasury) except shares of FTA or (ii) any damage, destruction, or loss common stock issued upon the exercise of existing options to FTA (whether or not covered by insurance) materially purchase shares of Buyer’s common stock under its Third Amended and adversely affecting the business or financial condition of FTARestated 1998 Stock Option Plan; (b) FTA has not borrowed or agreed to borrow any funds or incurred, or become subject to, any Liability (iabsolute or contingent) amended its Articles except borrowings, obligations (including purchase of Incorporation federal funds) and Liabilities incurred in the ordinary course of business and consistent with past practice; (c) paid any material obligation or similar documentsLiability (absolute or contingent) other than current Liabilities reflected in or Bylaws; shown on the most recent balance sheet incorporated by reference in the SEC Reports and current Liabilities incurred since that date in the ordinary course of business and consistent with past practice; (iid) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets Assets of any kind whatsoever to stockholders shareholders, or purchased or redeemed, or agreed to purchase or redeem, directly or indirectly, or otherwise acquire, any of its capital stock; outstanding securities; (iiie) except in the ordinary course of business, sold or transferred, or agreed to sell or transfer, any of its Assets, or canceled, or agreed to cancel, any debts or claims; (f) except in the ordinary course of business, entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its Assets, or requiring the consent of any party to the transfer and assignment of any of its Assets; (g) suffered any Losses or waived any rights of value which in either event in the aggregate are outside of material considering Buyer’s business as a whole; (h) except in the ordinary course of business or as disclosed in the SEC Reports, made or permitted any amendment or termination of any Contract, agreement or license to which it is a party if such amendment or termination is material considering the Buyer’s business of FTA; as a whole; (ivi) made any material change except in its method of management, operation accordance with normal and usual practice or accounting; (v) entered into any other material transaction other than sales as disclosed in the ordinary course of its business; (vi) SEC Reports, made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; ; (viij) except in accordance with normal and usual practice, increased the rate of compensation payable to or to become payable by it to any of its officers or directors employees or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any material increase in any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement made to, for, for or with any of its officers, directors, officers or employees; (ck) FTA received notice or had Knowledge or reason to believe that any of its substantial customers has not terminated or intends to terminate its relationship, which termination would have a Material Adverse Effect; (il) borrowed or agreed failed to borrow operate its business in the ordinary course so as to preserve its business intact and to preserve the goodwill of its customers and others with whom it has business relations; (m) entered into any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred other transaction other than in the ordinary course of business; or (iin) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business whichagreed, in the aggregate have a value of less than Ten Thousand Dollars writing or otherwise, to take any action described in clauses ($10,000)), or canceled, or agreed to cancel, any debts or claims a) through (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivm) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAabove.

Absence of Certain Changes or Events. Since November 30inception (September 7, 2013:2011): (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA EHI or (ii) any damage, destruction, destruction or loss to FTA EHI (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAEHI; (b) FTA EHI has not (i) amended its Articles of Incorporation (or similar documents) or BylawsBylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAEHI; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA EHI has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent EHI balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAEHI; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA Shareholderto its knowledge, FTA EHI has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAEHI.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the LUCKYBULL Schedules, 2013since inception on 20th of July 2005: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA LUCKYBULL or (ii) any damage, destruction, or loss to FTA LUCKYBULL (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTALUCKYBULL; (b) FTA LUCKYBULL has not (i) amended its Articles of Incorporation (or similar documents) or Bylawsother than as supplied to LUCKYBULL in connection with Section 1.17, below); (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTALUCKYBULL; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA LUCKYBULL has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 25,000 with the exception of its Memorandum of understanding and mandate with PCG BVI except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Twenty-Five Thousand Dollars ($10,00025,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Twenty-Five Thousand Dollars ($10,00025,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTALUCKYBULL; and (d) To the best knowledge of the FTA ShareholderLUCKYBULL, FTA LUCKYBULL has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTALUCKYBULL.

Absence of Certain Changes or Events. Since November 30January 31, 20132014: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA the Company or (ii) any damage, destruction, destruction or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTA;the Company. (b) FTA The Company has not (i) amended its Articles of Incorporation (or similar documents) or Bylawsthe Company Charter Documents, except as may be required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAthe Company; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees;. (c) FTA The Company has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Company balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Company; andor (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement. (d) To the knowledge of the FTA Shareholder, FTA The Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAthe Company.

Absence of Certain Changes or Events. Since November 30October 31, 20132011: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Bridgeway or (ii) any damage, destruction, destruction or loss to FTA Bridgeway (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTABridgeway; (b) FTA Bridgeway has not (i) amended its certificate of incorporation or Articles of Incorporation (except as required by this Agreement or similar documents) or Bylawsas previously publicly disclosed in Bridgeway’s filings with the SEC; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTABridgeway; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Bridgeway has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Bridgeway balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTABridgeway; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA Majority Shareholder’s knowledge, FTA Bridgeway has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTABridgeway.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement, 2013the RRUN Schedules, or as otherwise disclosed to UM: (a) There there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA RRUN; or (ii) any damage, destruction, destruction or loss to FTA RRUN (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTARRUN; (b) FTA RRUN has not not: (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTARRUN; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement made to, for, or with its officers, directors, directors or employees; (c) FTA RRUN has not not: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent RRUN balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, properties or rights (except assets, properties, properties or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims ; (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTARRUN; or (vi) issued, delivered or agreed to issue or deliver any stock, bonds or other corporate securities, including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderRRUN, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of FTARRUN.

Absence of Certain Changes or Events. Since November 30March 31, 20132004, except as set forth in Schedule 2.06 to the CCI Disclosure Schedule: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA CCI Material Adverse Effect or (ii) any damage, destruction, or loss to FTA CCI (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTACCI; (b) FTA CCI has not (i) amended its Articles articles of Incorporation (or similar documents) or Bylawsincorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTACCI; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)15,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA CCI has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent CCI balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTACCI; andor (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); (d) To to the best knowledge of the FTA ShareholderCCI, FTA CCI has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTACCI; and (e) as at the date of this Agreement and as at the Closing Date, the aggregate CCI liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP do not and will not exceed $75,000 in the aggregate.

Absence of Certain Changes or Events. Since November 30March 31, 20132004, except as otherwise disclosed in the applicable iBill Financial Statements or on Schedule 3.06 to the Media Billing Disclosure Schedule: (a) There there has not been (i) any material adverse change in the proposed businessPenthouse Material Adverse Effect or iBill Material Adverse Effect, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAPenthouse or the iBill Companies; (b) FTA has the iBill Companies have not (i) amended its Articles of Incorporation (or similar documents) or BylawsOrganization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; ; (iiic) Neither Penthouse, nor the iBill Companies has (i) waived any rights of value which in the aggregate are outside extraordinary or material in respect of the ordinary course of business or material considering the business of FTAiBill Business; (ivii) made any material change in its method of management, operation operation, or accountingaccounting for the iBill Business; (viii) entered into any other material transaction other than sales in relative to the ordinary course of its businessiBill Companies; (viiv) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employeeemployee of the iBill Companies; (viiv) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any employees of its salaried employees the iBill Companies whose monthly compensation exceeds Ten Thousand Dollars ($10,000)15,000; or (viiivi) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employeesemployees of the iBill Companies; (cd) FTA Except in connection with a proposed $5.0 million revolving line of credit for the iBill Companies and its negotiations with respect to the Plan Financings disclosed on Schedule 3.06 to the Media Billing Disclosure Schedule, Penthouse has not with respect to the iBill Companies (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Penthouse balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant material, in respect of the iBill Business; or (v) issued, delivered, or agreed to the business of FTAissue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (de) To to the best knowledge of Penthouse, none of the FTA Shareholder, FTA iBill Companies has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the its business, operations, properties, assets, or condition of FTAfinancial condition.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or in the CTI Schedules, 2013since the date of the most recent CTI balance sheet described in Section 3.06 and included in the CTI Schedules: (a) There has not been (i) any material adverse change in the proposed business, operationsoperation, properties, assets, assets or condition of FTA CTI; or (ii) any damage, destruction, destruction or loss to FTA CTI (whether or not covered by insurance) materially and adversely affecting the business business, operations, assets or financial condition conditions of FTACTI; (b) FTA CTI has not (i) amended its Articles article of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or and make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, or agreed to purchase or redeem, more than 50,000 shares any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTACTI; or (iv) made any material change in its method of management, operation or accounting; (v) entered into any other accounting which is material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employeesCTI; (c) FTA CTI has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent CTI balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, properties or rights (except assets, properties, properties or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))) or assets, properties or canceled, or agreed to cancel, any debts or claims (except debts or claims which rights disposed of in the aggregate are ordinary course of a value of less than Ten Thousand Dollars ($10,000)business); or (ivv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTACTI; or (vi) issued, delivered or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the best knowledge of the FTA ShareholderCTI, FTA CTI has not become subject to any law or regulation which materially and adversely affects, or in the future may materially and adversely affect, the business, operationsoperation, properties, assets, assets or financial condition of FTACTI.

Absence of Certain Changes or Events. Since November 30Except as disclosed in its filings or permitted in writing by SYLIOS, 2013since the date of the most recent GCC filings: (a) i. There has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA GCC or (ii) any damage, destruction, destruction or loss to FTA GCC (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAGCC; (b) FTA ii. GCC has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAGCC; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, paymentpayment or arrangement, or arrangement made to, for, for or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) . To the best knowledge of the FTA ShareholderGCC, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAGCC.

Absence of Certain Changes or Events. Since November 30Except as disclosed in the Reliant Disclosure Schedules or the Financial Statements, 2013since December 31, 2017: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition (financial or otherwise) of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAGroup; (b) FTA has not No member of the Group has: (i) amended its Articles memorandum of Incorporation (association or similar articles of association or other organizational documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders the Stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; , (viv) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viiiv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA has not No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any amendment or termination of any contractissued, agreementdelivered, or license agreed to which they are a party if such amendment issue or termination is relevant to deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement and the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAtransaction contemplated hereby.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement, 2013since December 31, 2017: (a) There To the best of Sky’s knowledge, there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Sky; or (ii) any damage, destruction, or loss to FTA Sky (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTASky; (b) FTA Sky has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTASky; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales not in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or officers, directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA Sky has not except in the ordinary course of business (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business); (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most Sky balance sheet dated December 31, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby2017; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except (A) the transactions contemplated by the Purchase Agreement, and (B) assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTASky; and or (dv) To the knowledge of the FTA Shareholderissued, FTA has not become subject to any law or regulation which materially and adversely affectsdelivered, or in the future may adversely affectagreed to issue or deliver any stock, the businessbonds or other corporate securities of whatever kind or nature including without limitation debentures (whether authorized and unissued or held as treasury stock), operationsconvertible securities, propertieswarrants, assetsoptions, or condition of FTApreferred stock).

Absence of Certain Changes or Events. Since November 30March 31, 20132010 and except (i) as disclosed in the Agreement, (ii) for the Consulting Agreement by and between Nautilus Global Partners, LLC and Action dated September 1, 2010, and (iii) for the issuance of 3,523,922 ordinary shares to Skyline Investors, LLC: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Action, or (ii) any damage, destruction, destruction or loss to FTA Action (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAAction; (b) FTA Action has not (i) amended its Memorandum of Association and Articles of Incorporation (Association except as required by or similar documents) or Bylaws; referenced in this Agreement, (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; shares, (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; Action, (iv) made any material change in its method of management, operation operation, or accounting; , (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; , (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; , (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000); 1,000, or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Action has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or funds, (iii) incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Action balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; , (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars $1,000), ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAAction, or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the knowledge of Action and the FTA ShareholderAction Shareholders, FTA Action has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAAction.

Absence of Certain Changes or Events. Since November 30Except as set forth in SCHEDULE 1(x), 2013:since the date of the First Midlothian Financial Statements, neither First Midlothian nor First Bank has (a) There has not been (i) issued or sold any material adverse change of its capital stock or any corporate debt obligations (except certificates of deposit, letters of credit, cashier's checks and other documents and instruments issued in the proposed business, operations, properties, assets, or condition ordinary course of FTA or the banking business of First Bank); (ii) granted any option for the purchase of any shares of its capital stock; (iii) except as otherwise contemplated by this Plan, declared or set aside any dividend or other distribution in respect of its capital stock, or directly or indirectly, purchased, redeemed or otherwise acquired any such capital stock; (iv) made or authorized any change in its outstanding capital stock or in its Articles of Association or bylaws; (v) made any material change in its mode of management or operation or method of accounting; (vi) incurred any obligations or liabilities (absolute or contingent), except any obligations or liabilities incurred in the ordinary course of business and any obligations or liabilities less than $2,500 but not exceeding $10,000 in the aggregate, or mortgaged, pledged or subjected to lien or encumbrance (other than statutory liens not yet delinquent) any of its assets or properties; (vii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities included in the First Midlothian Financial Statements and current liabilities incurred since the date thereof in the ordinary course of business; (viii) sold, exchanged or otherwise disposed of any of its assets other than in the ordinary course of business; (ix) made or become obligated to make any capital expenditure other than an expenditure or commitment which does not exceed $5,000 per occurrence; (x) engaged in any transaction affecting its business or properties not in the ordinary course of business or suffered any extraordinary loss; (xi) paid or become obligated to pay any general wage or salary increase, bonus, severance or termination pay to any officer or employee, entered into any employment contract with any officer or employee, instituted any employee welfare, bonus, stock option, profit-sharing, retirement or similar plan or arrangement, or granted or agreed to grant any increase in compensation to any director, except to the extent permitted under SECTION 1(z); (xii) suffered any damage, destructiondestruction or loss, or loss to FTA (whether or not covered by insurance) , materially and adversely affecting the business or financial condition of FTAits properties; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iiixiii) waived any rights of value which in the aggregate are material; (xiv) experienced any material adverse change in its assets, properties, business, financial condition, operations, or prospects; (xv) suffered the occurrence of any event or condition of any character which may materially and adversely affect its assets, properties, business, financial condition, operations, or prospects; or (xiv) entered into any material transactions outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable except as expressly contemplated by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAPlan.

Absence of Certain Changes or Events. Since November 30, 2013Except as described herein: (a) There has not been (i) any material adverse change change, financial or otherwise, in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA TRON (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTATRON; (b) FTA TRON, (except for pending corporate actions not included herein) has not (i) amended its Articles of Incorporation (or similar documents) or Bylawsby-laws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTATRON; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, or with its officers, directors, or employees;; TRON – TALK FOCUS STOCK EXCHANGE AGREEMENT - 8 (c) FTA Except for grants made pursuant to any equity or option incentive plan, TRON has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) other than any convertible promissory note(s) issued, borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent TRON balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, propertiesproperty, or rights (except assets, propertiesproperty, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTA; andTRON; (d) To the best knowledge of the FTA ShareholderTRON, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTATRON.

Absence of Certain Changes or Events. Since November 30, 2013: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA;[intentionally omitted]. (b) FTA Except as set forth in Section 3.5(b) of the Disclosure Letter, since December 31, 2023, the Company has not taken any of the following actions or permitted to occur any of the events specified in Section 6.1.1 or committed to do any of the foregoing: (i) made or changed any Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended its Articles Tax Return, filed any Tax Return in a manner inconsistent with past practice, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, consented to any extension or waiver of Incorporation the limitations period applicable to any Tax claim or assessment, or failed to pay any Tax that became due and payable (or similar documents) or Bylaws; including any estimated Tax payments); (ii) declared other than as required by applicable Law or the terms of any Plan, made, announced, promised, granted, amended or agreed to declare modified (A) any bonus (transaction, change of control or makeotherwise), any wage, severance, retention or termination pay, salary, commission or compensation increase, or the accelerated funding, vesting or payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which the foregoing, in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay each case to any present current or former officer director, officer, employee or employee; (vii) increased the rate of compensation payable service provider, except, in each case, for annual increases in base salary or to become payable by it to any of its officers bonus or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred commission opportunity in the ordinary course of business; , or (iiB) paid any equity, equity-based compensation or agreed similar award, or the accelerated funding, vesting or payment of any of the foregoing; (iii) amended or terminated any existing Plan or established, adopted or entered into any new employee benefit plan, policy or arrangement; (iv) (A) merged or consolidated with any corporation or other entity or invested in, loaned to pay any material obligations or liability made an advance (absolute except for loans or contingent) other than current liabilities, and all current liabilities were advances to its employees or officers for business expenses incurred in the ordinary course of business consistent with past practice) or capital contribution to, or otherwise acquired any Equity Interests, assets, properties or business of any Person (other than purchases of inventory in the ordinary course of business), or consummated any business combination transaction, in each case, whether a single transaction or series of related transactions, or (B) entered into, modified or terminated any joint venture, strategic alliance, arrangements regarding the sharing of revenues, profits or losses or similar type of Contract; (v) sold, assigned or transferred any tangible or intangible property or assets having a book value, in any individual transaction or series of related transactions, in excess of Fifty Thousand Dollars ($50,000), except for sales of inventory in the ordinary course of business consistent with past practice; (vi) purchased or leased, or committed to purchase or lease, any tangible or intangible property or assets, or authorized any capital expenditures or commitments for capital expenditures, of any asset for an amount in excess of Twenty-Five Thousand Dollars ($25,000), in any individual transaction or series of related transactions, except for purchases of inventory and professional and other fees and expenses supplies in connection the ordinary course of business consistent with past practice; (vii) authorized the preparation issuance of, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of this Agreement and the consummation options, warrants, commitments, subscriptions, rights to purchase or otherwise), or pledged or otherwise encumbered, any Equity Interests of the transactions contemplated hereby; Company (iiiother than the issuance of shares of Common Stock upon the exercise of Stock Options); (viii) sold (A) accelerated the receipt of accounts receivable or transferredengaged in any other activity with customers that has or could reasonably be expected to have the effect of accelerating to pre-Closing periods accounts receivable that would otherwise be expected to be collected in post-Closing periods, or agreed (B) altered its cash management practices other than in the ordinary course of business (including with respect to sell collection of accounts receivable, payment of accounts payable and accrued expenses, pricing and credit practices and operation of cash management practices generally); (ix) incurred, entered, modified, or transferaccelerated any (A) Indebtedness or assumed, guaranteed, or endorsed the indebtedness of any other Person, or canceled any debt owed to it or released any claim possessed by it, other than Indebtedness that will be paid prior to the Closing or otherwise included in Closing Indebtedness or (B) Material Contract (other than a termination of a Material Contract as a result of the natural expiration of the term of such Material Contract); (x) mortgaged, pledged or subjected to any Lien, other than Permitted Liens, any of its properties or assets; (xi) commenced, propertiessettled, waived, released or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have compromised any Action involving a value to the Company in excess of less than Ten Five Thousand Dollars ($10,0005,000)), or canceled, or agreed ; (xii) entered into (A) any legally binding agreement to cancel, do any debts or claims of the foregoing (except debts or claims which in the aggregate are of a value of less other than Ten Thousand Dollars ($10,000)); this Agreement) or (ivB) made any Contract or permitted any amendment or termination transaction outside the ordinary course of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTAbusiness; and (dxiii) To the knowledge of the FTA Shareholdersuffered any destruction, FTA has not become subject theft or material damage to any law real or regulation which materially personal property, whether or not covered by insurance (other than through ordinary wear and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAtear).

Absence of Certain Changes or Events. Since November Except as set forth on SCHEDULE 3.05, to the knowledge of CSI, since June 30, 20132003: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA CSI or (ii) any damage, destruction, or loss to FTA CSI (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTACSI; (b) FTA CSI has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTACSI; (iv) made any material change in its method of management, operation operation, or accounting; (v) other than in the ordinary course of business, entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) other than pursuant to any existing employment agreement, made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) other than pursuant to any existing employment agreement, increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) other than pursuant to any existing employment agreement, made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA CSI has not (i) materially borrowed or agreed to borrow any funds funds, or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent CSI balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except non-material assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)50,000), or canceled, or agreed to cancel, any debts or claims (except non-material debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)50,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTACSI; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the knowledge of the FTA ShareholderCSI, FTA CSI has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAis substantially likely to have a Material Adverse Effect on CSI.

Absence of Certain Changes or Events. Since November 30December 31, 20132004, except as set forth in the SearchHelp Disclosure Schedule: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA SearchHelp Material Adverse Effect or (ii) any damage, destruction, or loss to FTA SearchHelp (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTASearchHelp; (b) FTA SearchHelp has not (i) amended its Articles articles of Incorporation (or similar documents) or Bylawsincorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTASearchHelp; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)15,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA SearchHelp has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent SearchHelp balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTASearchHelp; andor (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); (d) To to the best knowledge of the FTA ShareholderSearchHelp, FTA SearchHelp has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTASearchHelp; and (e) as at the date of this Agreement and as at the Closing Date, the aggregate SearchHelp liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP do not and will not exceed $125,000 in the aggregate.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement, 2013the Schedules, or as otherwise disclosed to LIVESTAR: (a) There Except as reflected in the Financial Statements there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Sequel; or (ii) any damage, destruction, destruction or loss to FTA Sequel (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTA;Sequel; or (iii) any material adverse change to the revenues and expenses that would be greatly lower than those presented in the Financial Statements. (b) FTA Except as reflected in the Financial Statements or in any schedules hereto, Sequel has not not: (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTASequel; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, retirement or other employee benefit plan, payment, payment or arrangement made to, for, or with its officers, directors, directors or employees; (c) FTA Except as reflected in the Financial Statements or in any schedules hereto, Sequel has not not: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Sequel balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, properties or rights (except assets, properties, properties or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTASequel; or (vi) issued, delivered or agreed to issue or deliver any stock, bonds or other corporate securities, including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderSequel, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of FTASequel.

Absence of Certain Changes or Events. Since November 30Except for transactions specifically contemplated in this Agreement, 2013: (a) There has not been (i) any material adverse change in since the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside date of the ordinary course of business or material considering Company Balance Sheet, neither the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to Company nor any of its officers or directors in their representative capacities on behalf of the Company have: (a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars business; ($10,000b) forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by any stockholder, officer, director, employee or affiliate of the Company); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not granted any increase in the compensation of directors, officers, employees or consultants; (id) suffered any change having a material adverse effect on the Company's business operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects; (e) borrowed or agreed to borrow any funds or incurredfunds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any material obligation obligations or liability liabilities (absolute absolute, accrued, contingent or contingentotherwise) in excess of $10,000 individually or in excess of $20,000 in the aggregate, except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material and obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were that are incurred in the ordinary course of business and professional consistent with past practice, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (f) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and other fees consistent with past practice of claims, liabilities and expenses obligations reflected or reserved against in connection the Company Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the preparation of this Agreement and the consummation date of the transactions contemplated hereby; (iii) sold or transferredCompany Balance Sheet, or agreed to sell prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or transfer, incurred; (g) knowingly permitted or allowed any of its assetsproperty or assets (real, propertiespersonal or mixed, tangible or intangible) to be subjected to any Encumbrance; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible); (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or rights disposed of or disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (except assetsj) made any single capital expenditure or commitment in excess of $10,000 for additions to property, propertiesplant, equipment or intangible capital assets or otherwise or made aggregate capital expenditures in excess of $20,000 for additions to property, plant, equipment or intangible capital assets or otherwise; (k) made any change in accounting methods or practices or internal control procedure; (l) issued any capital stock or other securities, or rights not used declared, paid or useful set aside for payment any dividend or other distribution in respect of its business whichcapital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Common Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the aggregate have a value ordinary course of less than Ten Thousand Dollars business and consistent with past practice; ($10,000))m) paid, loaned or advanced any amount to, or canceledsold, transferred or agreed leased any properties or assets (real, personal or mixed, tangible or intangible) to cancelany of the stockholders or any of the Company's officers, directors or employees or any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination affiliate of any contractof the stockholders of the Company or of the Company's officers, agreementdirectors or employees, or license except compensation paid to which they are a party if such amendment or termination is relevant to officers and employees at rates not exceeding the business rates of FTAcompensation paid during the fiscal year last ended and except for advances for travel and other business-related expenses; andor (dn) To the knowledge of the FTA Shareholderagreed, FTA has not become subject whether in writing or otherwise, to take any law or regulation which materially and adversely affects, or action described in the future may adversely affect, the business, operations, properties, assets, or condition of FTAthis Section 2.7.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement, 2013since May 31, 2018: (a) There To the best of Incumaker’s knowledge, there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Incumaker; or (ii) any damage, destruction, or loss to FTA Incumaker (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAIncumaker; (b) FTA Incumaker has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAIncumaker; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales not in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or officers, directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA Incumaker has not except in the ordinary course of business (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business); (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Incumaker balance sheet dated December 31, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby2017; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except (A) the transactions contemplated by the Purchase Agreement, and (B) assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAIncumaker; and or (dv) To the knowledge of the FTA Shareholderissued, FTA has not become subject to any law or regulation which materially and adversely affectsdelivered, or in the future may adversely affectagreed to issue or deliver any stock, the businessbonds or other corporate securities of whatever kind or nature including without limitation debentures (whether authorized and unissued or held as treasury stock), operationsconvertible securities, propertieswarrants, assetsoptions, or condition of FTApreferred stock).

Absence of Certain Changes or Events. Since November 30Except as disclosed in the LION GRI Schedules, 2013or otherwise disclosed in writing to PROMOTORA, since the date of the most recent LION GRI balance sheet:; (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA LION GRI or (ii) any damage, destruction, destruction or loss to FTA LION GRI (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTALION GRI; (b) FTA LION GRI has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTALION GRI; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA LION GRI has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent LION GRI balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTALION GRI; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the FTA ShareholderLION GRI, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTALION GRI.

Absence of Certain Changes or Events. Since November 30Except as disclosed in its filings or permitted in writing by CORP, 2013since the date of the most recent IACH filings: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA IACH or (ii) any damage, destruction, destruction or loss to FTA IACH (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAIACH; (b) FTA IACH has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAIACH; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, paymentpayment or arrangement, or arrangement made to, for, for or with its officers, directors, or employees; (c) FTA IACH has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent IACH balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTA; andIACH.. (d) To the best knowledge of the FTA ShareholderIACH, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAIACH.

Absence of Certain Changes or Events. Since November 30Except as set forth in ------------------------------------ the Actava SEC Filings, 2013: (a) There since December 31, 1994 there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, prospects, condition (financial or condition other) or the results of FTA operations of Actava and its subsidiaries taken as a whole other than any such change caused by general economic conditions, political or governmental instability or uncertainty, civil disturbances or unrest, war or other similar acts of force majeure; (ii) any damagenotification from Xxxxxxx Kodak Company ("Kodak") that it intends to set off any amounts or otherwise dispute any amounts payable under that certain $100 million promissory note dated August 12, destruction, or loss to FTA (whether or not covered 1994 made by insurance) materially and adversely affecting the business or financial condition Kodak in favor of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockActava; (iii) waived any rights declaration, payment or setting aside for payment of value which in the aggregate are outside any dividend or any redemption, purchase or other acquisition of the ordinary course any shares of business capital stock or material considering the business securities of FTAActava; (iv) made any material change in its method return of management, operation any capital or accountingother distribution of assets to stockholders of Actava; (v) entered into any other material transaction other than sales in the ordinary course investment of a capital nature by Actava or any of its businesssubsidiaries either by the purchase of any property or assets or by any acquisition (by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof; (vi) made any accrual sale, disposition or arrangement for payment other transfer of bonuses assets or special compensation properties of any kind Actava and its subsidiaries in excess of $100,000 individually or any severance or termination pay to any present or former officer or employee$1,000,000 in the aggregate; (vii) increased the rate any employment or consulting agreement entered into by Actava and its subsidiaries with any officer or consultant of compensation payable Actava and its subsidiaries providing for annual salary or other annual payments in excess of $100,000 or any amendment or modification to, or termination of, any current employment or consulting agreement to become payable by it to any of its officers or directors which Actava or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, subsidiaries is a party which provides for annual salary or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) annual payments in excess of $10,000 except liabilities incurred in the ordinary course of business100,000; (iiviii) paid any agreement to take, whether in writing or agreed otherwise, any action which, if taken prior to pay the date hereof, would have made any representation or warranty in this Article 3 untrue, incomplete or incorrect in any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebyrespect; (iiiix) sold any change in accounting methods or transferred, practices or agreed to sell any change in depreciation or transfer, any of its assets, properties, amortization policies or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))rates; or (ivx) made any failure by Actava or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.its

Absence of Certain Changes or Events. Since November Except as disclosed in the STGI Disclosure Schedules or the Financial Statements, since June 30, 20132017: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition (financial or otherwise) of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAGroup; (b) FTA has not No member of the Group has: (i) amended its Articles memorandum of Incorporation (association or similar articles of association or other organizational documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders the Stockholder or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; , (viv) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viiiv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA has not No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any amendment or termination of any contractissued, agreementdelivered, or license agreed to which they are a party if such amendment issue or termination is relevant to deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement and the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAtransaction contemplated hereby.

Absence of Certain Changes or Events. Since November 30Except as disclosed in its filings or permitted in writing by LLC, 2013since the date of the most recent IACH filings: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA IACH or (ii) any damage, destruction, destruction or loss to FTA IACH (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAIACH; (b) FTA IACH has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAIACH; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, paymentpayment or arrangement, or arrangement made to, for, for or with its officers, directors, or employees; (c) FTA IACH has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent IACH balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTA; andIACH.. (d) To the best knowledge of the FTA ShareholderIACH, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAIACH.

Absence of Certain Changes or Events. Since November 30Except as permitted or required by this Agreement or as set forth in Schedule 4.22, 2013since December 31, 1999, the business of Catapult has been conducted in the ordinary course consistent with past practices and there has not been any material transaction or occurrence in which Catapult has: (a) There has not been incurred any indebtedness, obligation or liability (i) any material adverse change in the proposed businesscontingent or otherwise), operations, properties, assets, except normal trade or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales obligations incurred in the ordinary course of its business; , none of which was entered into for inadequate consideration and none of which exceeds $25,000.00 in amount; (vib) made discharged or satisfied any accrual claim, security interest, lien or arrangement for payment of bonuses encumbrance or special compensation of paid any kind indebtedness, obligation or any severance liability (contingent or termination pay otherwise), except (i) current liabilities, (ii) scheduled payments pursuant to any present obligations under contracts, agreements or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); leases listed in this Agreement, or (viiiiii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, the ordinary course of business consistent with past practice of liabilities reflected or other employee benefit plan, payment, reserved against in the Catapult Financial Statements or arrangement made to, for, or incurred since such date in the ordinary course of business consistent with its officers, directors, or employeespast practice; (c) FTA has permitted, allowed or suffered any of its assets or properties to be subjected to any mortgage, pledge, lien, charge, restriction, security interest or other encumbrance of any kind; (d) sold, assigned, transferred, leased, disposed of, or agreed to sell, assign, transfer, lease, or dispose of, any of its assets or properties; (e) acquired or leased any assets or property of any other Person; (f) canceled or compromised any debt or claim; (g) waived or released any rights or claims; (h) granted, or made any contract, agreement, promise or commitment to grant, or otherwise incurred any obligation for any increase in, any wage, salary or employee benefit, or entered into any employment contract, bonus, stock option, profit sharing, pension, incentive, retirement or other similar arrangement or plan with, any officer, employee or other Person, except in accordance with and in amounts not greater than provided for in written agreements between Catapult and employees of Catapult entered into prior to June 30,1999 and except for merit raises to hourly employees in the ordinary course of business consistent with past practice; (i) borrowed entered into any collective bargaining or agreed labor agreement (oral or written), made any commitment or incurred any liability to borrow any funds or incurredlabor organization, or become subject toexperienced any slowdown, work interruption, strike or work stoppage; (j) made any material obligation capital expenditure in excess of Ten Thousand ($10,000.00) Dollars or liability entered into any commitment therefor; (absolute k) suffered any casualty loss or contingent) damage in excess of $10,000 except liabilities incurred 5,000 in the aggregate, whether or not such loss or damage is or was covered by insurance; (l) changed the nature of its business or its method of accounting or accounting principle, practice or policy; (m) other than in the ordinary course of business; , entered into any transaction, contract or commitment; (n) terminated or modified, or agreed to the termination or modification of, any Service Contract, Participation Agreement or any of the Commitments; (o) suffered a loss of any supplier or suppliers, which loss (individually or in the aggregate) has had, or may have, an adverse effect on its financial condition, results of operations, business or prospects; (p) suffered any material adverse change in its business, operations, condition (financial or otherwise), liabilities, assets, earnings, or prospects of the Business nor, to Catapult's knowledge, has there been any event which has had or may reasonably be expected to have a material adverse effect on the Business; (q) transferred or granted any rights with respect to, or disposed of or permitted to lapse any right to the use of any software, patent, trademark, assumed name, service xxxx, trade name, copyright, license, or application therefor or disposed of or disclosed to any person not authorized to have such information any trade secret, proprietary information, formula, process, or know-how not previously a matter of public knowledge or existing in the public domain; (r) incurred any long term indebtedness; (s) paid, loaned, distributed (by dividend or otherwise), or advanced any amounts to, sold, transferred, or leased any properties or assets (real, personal or mixed, tangible or intangible) to, purchased, leased, licensed, or otherwise acquired any properties or assets from, or entered into any other agreement or arrangement with (i) any shareholder, officer, employee, or director of Catapult, (ii) paid any corporation or partnership in which any Affiliate is an officer, director, or holder directly or indirectly of five percent (5%) or more of the outstanding equity or debt securities, or (iii) any person controlling, controlled by, or under common control with any such partner, shareholder, officer, director, or Affiliate except for compensation not exceeding the rate of compensation in effect at December 31, 1999, and for routine travel advances to officers and employees; (t) made or agreed to pay make any material obligations charitable contributions or liability incurred or agreed to incur any non-business expenses in excess of $5,000 in the aggregate; (absolute or contingentu) taken any other than current liabilities, and all current liabilities were incurred action neither in the ordinary course of business and professional and other fees and expenses consistent with past practice nor provided for in connection with this Agreement; (v) increased (or experienced any change in the preparation assumptions underlying or the methods of this Agreement and the consummation of the transactions contemplated hereby; (iiicalculating) sold or transferredany bad debt, contingency, or agreed to sell other reserve, other than in the ordinary course of business consistent with past practice; or (w) written down or transferwritten up the value of any inventory (including write-downs by reason of shrinkage or markdowns), determined as collectible any of its assets, propertiesAccounts Receivable or any portion thereof which were previously considered uncollectible, or rights (written off as uncollectible any Accounts Receivable or any portion thereof, except assetsfor write-downs, propertieswrite-ups, or rights not used or useful in its business which, and write-offs in the aggregate have a value ordinary course of less than Ten Thousand Dollars ($10,000))business consistent with past practice, or canceled, or agreed to cancel, any debts or claims (except debts or claims none of which is material in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAamount.

Absence of Certain Changes or Events. Since November 30September 23, 20132020 or such other date as provided for herein: (a) There has not been (i) any Any material adverse change in the proposed business, operations, properties, assets, or condition (financial or otherwise) of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered SRM has been disclosed by insurance) materially and adversely affecting the business or financial condition of FTASRM; (b) FTA SRM has not incurred any liabilities (contingent or otherwise) that have not been repaid other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be reflected in SRM’s financial statements pursuant to GAAP; (c) SRM has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; Governing Documents September 30, 2017 (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; , (viv) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viiiv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (cd) FTA Except as disclosed on Schedule 1.07(d), SRM has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any amendment or termination of any contractissued, agreementdelivered, or license agreed to which they are a party if such amendment issue or termination is relevant to the business of FTA; and deliver any stock, bonds or other corporate securities including debentures (dwhether authorized and unissued or held as treasury stock) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or except in the future may adversely affect, the business, operations, properties, assets, or condition of FTAconnection with this Agreement.

Absence of Certain Changes or Events. Since November 30December 31, 2013:2014 (the “Cut-Off Date”): (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs), or (ii) any damage, destruction, destruction or loss to FTA Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs) (whether or not covered by insurance) , materially and adversely affecting the business business, operations, properties, assets or financial condition of FTA;Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs). (b) FTA Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs) has not (i) amended its Articles of Incorporation (or similar documents) or Bylawsthe Yinhang Nevada Charter Documents, except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of its business or material considering the business of FTAits business; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees;. (c) FTA Yinhang Nevada (including each of Yinhang HK, Huashang and the VIEs) has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the 2014 Combined Balance Sheet and all current liabilities were incurred since the Cut-Off Date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant material, considering its business; or (vi) issued, delivered or agreed to the business of FTA; andissue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement. (d) To Yinhang Nevada (including each of Yinhang HK, Huashang and the knowledge of the FTA Shareholder, FTA VIEs) has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the its business, operations, properties, assets, assets or condition of FTAcondition.

Absence of Certain Changes or Events. Since November 30, 2013the date of the most recent Link balance sheet included in the Link SEC Reports: (a) There there has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Link or (ii) any damage, destruction, destruction or loss to FTA Link (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTALink; (b) FTA Link has not not: (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTALink; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course transactions or agreements of its businessany kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Link has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business); (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Link balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))rights, or canceled, or agreed to cancel, any debts or claims claims; (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTALink; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA Shareholderto its knowledge, FTA Link has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAthe Group as described in the Memorandum.

Absence of Certain Changes or Events. Since November September 30, 2013:2010 and except as disclosed in this Agreement (including the Xxxxxx Score Schedules): (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition (financial or otherwise) of FTA Xxxxxx Score or the Subsidiaries, or (ii) any damage, destruction, destruction or loss to FTA Xxxxxx Score or the Subsidiaries (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAXxxxxx Score or the Subsidiaries; (b) FTA Xxxxxx Score has not (i) amended its Memorandum and Articles of Incorporation (or similar documents) or Bylaws; Association, (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; shares, (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; Xxxxxx Score, (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; , (viv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; , (viivi) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000); , or (viiivii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Xxxxxx Score has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); claims, or (iv) made or permitted any amendment or termination of any contractissued, agreementdelivered, or license agreed to which they are a party if such amendment issue or termination is relevant to the business of FTAdeliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement; and (d) To the knowledge of Xxxxxx Score and the FTA ShareholderXxxxxx Score Shareholders, FTA Xxxxxx Score has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAXxxxxx Score.

Absence of Certain Changes or Events. Since November 30Except as set forth on SCHEDULE 2.06, 2013and as pursuant to the terms of this Agreement, since July 29, 1994: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Chantal or (ii) any damage, destruction, or loss to FTA Chantal (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAChantal; (b) FTA Chantal has not (i) amended its Articles certificate of Incorporation (or similar documents) or Bylawsorganization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAChantal; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA Chantal has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAChantal; andor (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); (d) To to the best knowledge of the FTA ShareholderChantal, FTA Chantal has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAChantal; and (e) as at the date of this Agreement, Chantal has no aggregate liabilities which would be required to be disclosed on a balance sheet prepared in accordance with GAAP, and as at the Closing Date Chantal shall have no liabilities outstanding and no commitments to incur liabilities.

Absence of Certain Changes or Events. Since November 30Except as described herein or in the Oxford Schedules, 2013since the date of the most recent Oxford balance sheet: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Oxford or (ii) any damage, destruction, destruction or loss to FTA Oxford (whether or not covered by insurance) materially and adversely affecting the business business, operation, properties, assets or financial condition of FTAOxford; (b) FTA Oxford has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAOxford; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or of arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any such increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Oxford has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Oxford balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, concerning the business of FTAOxford; andor (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether unauthorized and unissued or held as treasury stock), except in connection with this Agreement. (d) To to the best knowledge of the FTA ShareholderOxford, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAOxford.

Absence of Certain Changes or Events. Since November 30, 2013Except as set forth in this Agreement since the date of the most recent AGIL balance sheet described in Section 3.04 and included in the information referred to in Section 3.06: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, level of inventory, assets, or condition of FTA AGIL or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) AGIL materially and adversely affecting the business business, operations, properties, assets, or financial condition conditions of FTA;AGIL. (b) FTA AGIL has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or extraordinary and material considering the business of FTAAGIL; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction transactions other than sales in the ordinary course of its businessthose contemplated by this Agreement; (vi) made any material accrual or material arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any material increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its their officers, directors, or employees; (c) FTA AGIL has not (i) granted or agreed to grant any options, warrants, or other rights for its capital stock, bonds, or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent AGIL balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceledrights, or agreed to cancel, any material debts or claims claims; (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAAGIL; or (vi) issued, delivered, or agreed to issue or deliver any shares of capital stock, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the best knowledge of the FTA ShareholderAGIL, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of FTAAGIL.

Absence of Certain Changes or Events. Since November 30the Balance Sheet Date, 2013there has not been any: (a) There has not change in the Company's condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects, except for changes contemplated hereby or changes which have not, individually or in the aggregate, been materially adverse; (i) any material adverse change except for normal periodic increases in the proposed businessordinary course of business consistent with past practice, operationsincrease in the compensation payable or to become payable by the Company to any of its officers, propertiesemployees or agents (collectively, assets"Personnel") whose total compensation for services rendered to the Company is currently at an annual rate of more than $20,000.00, (ii) bonus, incentive compensation, service award or condition other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of FTA any of the Personnel, (iii) employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Personnel except pursuant to the existing plans and arrangements described in the Disclosure Schedule or (iv) new employment agreement to which the Company is a party; (c) addition to or modification of the employee benefit plans, arrangements or practices described in the Disclosure Schedule affecting Personnel other than (i) contributions made for most recent year in accordance with the normal practices of the Company or (ii) the extension of coverage to other Personnel who became eligible after the Balance Sheet Date; (d) sale, assignment or transfer of any of the assets of the Company, material singularly or in the aggregate, other than in the ordinary course; (e) cancellation of any indebtedness or waiver of any rights of substantial value to the Company, whether or not in the ordinary course of business; (f) amendment, cancellation or termination of any Contract, license or other instrument material to the Company; (g) capital expenditure or the execution of any lease, except building lease or any incurring of liability therefor by Company, involving payments in excess of $5,000.00 in the aggregate; (h) failure to repay any material obligation of the Company, except in the ordinary course of business or where such failure would not have a material adverse effect on the business or financial condition of the Company; (i) failure to operate the business of the Company in the ordinary course so as to use reasonable efforts to preserve the business intact, to keep available to Acquiring Corporation the services of the Personnel, and to preserve for Acquiring Corporation the goodwill of the Company's suppliers, customers and others having business relations with it except where such failure would not have a material adverse effect on the business or financial condition of the Company; (j) change in accounting methods or practices by the Company affecting its assets, liabilities or business; (k) revaluation by the Company of any of its assets, including without limitation writing off notes or accounts receivable; (l) damage, destruction, destruction or loss to FTA (whether or not covered by insurance) materially and adversely affecting the properties, business or financial condition prospects of FTAthe Company; (bm) FTA has not (i) amended its Articles of Incorporation (mortgage, pledge or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions other encumbrances of any assets of any kind whatsoever to stockholders the Company, material singularly or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of managementaggregate, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred purchase money mortgages arising in the ordinary course of business; ; (iin) paid declaration, setting aside or payment of dividends or distributions in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of the Company's equity securities; (o) issuance by the Company of, or commitment of the Company to issue, any shares of stock or other equity securities or obligations or securities convertible into or exchangeable for shares of stock or other equity securities; (p) indebtedness incurred by the Company for borrowed money or commitment to borrow money entered into by the Company, or loans made or agreed to pay be made by the Company; (q) liabilities involving $5,000.00, except building lease or more except in the ordinary course of business and consistent with past practice, or increase or change in any material obligations assumptions underlying or liability methods of calculating any bad debt, contingency or other reserves; (absolute r) payment, discharge or contingent) satisfaction of any liabilities other than current liabilitiesthe payment, discharge or satisfaction (i) in the ordinary course of business and all current consistent with past practice of liabilities were reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and professional consistent with past practice since the Balance Sheet Date and (ii) of other fees liabilities involving $5,000.00 or less singularly and expenses $10,000.00 or less in connection with the preparation of this Agreement and aggregate; (s) payment to Stockholder by the consummation Company; (t) agreement by the Company to do any of the transactions contemplated herebyforegoing; or (iiiu) sold other event or transferred, condition of any character which in any one case or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))has materially adversely affected, or canceled, event or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant condition known to the business Company (other than matters of FTA; and (dgeneral public knowledge relating to general economic conditions or the Company's industry as a whole) To the knowledge of the FTA Shareholderwhich it is reasonable to expect will, FTA has not become subject to in any law or regulation which materially and adversely affects, one case or in the future may aggregate, materially adversely affectaffect in the future, the business, operations, propertiescondition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or condition prospects of FTAthe Company.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the Pacificap Schedules, 2013since July, 2003: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Pacificap or (ii) any damage, destruction, or loss to FTA Pacificap (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAPacificap; (b) FTA Pacificap has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAPacificap; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; (this paragraph cannot be deleted because it demonstrates to the regulators that the company has done its due diligence. If none of the items exist, so be it. We have made a good faith effort to ask the questions and make the determination that these issues are not a problem, impediment, or otherwise). If there are any material transactions, we must have them presented before closing. (c) FTA Pacificap has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAPacificap; and (d) To the best and actual knowledge of the FTA ShareholderPacificap, FTA Pacificap has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of FTAPacificap.

Absence of Certain Changes or Events. Since November September 30, 20132016: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Target or (ii) any damage, destruction, destruction or loss to FTA Target (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTATarget; (b) FTA Target has not (i) amended its Articles memorandum of Incorporation (association or similar documents) articles of association or Bylawsequivalent documents except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTATarget; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Target has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Target balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTATarget; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA ShareholderTsai Ko’s knowledge, FTA Target has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTATarget.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement, 2013since the date of the most recent AXIO balance sheet described in Section 2.04 and included in the information referred to in Section 2.05: (a) There has not been been: (i) any material adverse change in the proposed business, operations, properties, level of inventory, assets, or condition of FTA AXIO; or (ii) any damage, destruction, or loss to FTA AXIO (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition conditions of FTAAXIO; (b) FTA AXIO has not not: (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAAXIO; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA AXIO has not not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent AXIO balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), 5,000 or canceled, or agreed to cancel, any debts or claims (except debts or and claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)5,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAAXIO; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the knowledge of the FTA Shareholder, FTA AXIO has not become subject to any law law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of FTAAXIO.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the Schedules, 2013since March 31, 2004: (a) There there has not been any Material Adverse Effect caused by (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA the Company or (ii) any damage, destruction, or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA The Company has not not: (i) amended its Articles of Incorporation (or similar documents) or Bylaws; ; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; ; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; the Company; (iv) made any material change in its method of management, operation or accounting; ; (v) entered into any other material transaction other than sales in the ordinary course of its business; ; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; ; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten One Thousand Dollars ($10,000)1,000) excluding annual pay increases effective April 1, 2004 of average of 5%; or or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA The Company has not not: (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 5,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; ; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; ; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Five Thousand Dollars ([$10,000)5,000]), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Five Thousand Dollars ([$10,000)5,000]); or or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Company; and (d) To the best knowledge of the FTA ShareholderCompany, FTA the Company has not become subject to any law or regulation which materially and adversely affectsnow has, or in the future may adversely affecthave, a Material Adverse Effect on the business, operations, properties, assets, or condition of FTAthe Company.

Absence of Certain Changes or Events. Since November 30, 2013the date of the most recent TXXXXXX I balance sheet: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA TXXXXXX I or (ii) any damage, destruction, destruction or loss to FTA TXXXXXX I (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTATXXXXXX I; (b) FTA TXXXXXX I has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTATXXXXXX I; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)I,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA TXXXXXX I has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof or with respect to outstanding common stock; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent TXXXXXX I balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)I000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)I000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTATXXXXXX I; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the FTA ShareholderTXXXXXX I, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTA.TXXXXXX X.

Absence of Certain Changes or Events. Since November 30May 31, 20132014 and except as disclosed in an SEC Report: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA the Company or (ii) any damage, destruction, destruction or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAthe Company; (b) FTA the Company has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAthe Company; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA The Company has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow borrow, except for working capital loans from the shareholders from time to time in the ordinary course of business, any funds other funds, or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent the Company balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Company; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to its knowledge, the knowledge of the FTA Shareholder, FTA Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAthe Company.

Absence of Certain Changes or Events. Since November September 30, 20132019 and except as disclosed in an SEC Report: (a) There there has not been been, (i) any material adverse change in Company Material Adverse Effect to the proposed business, operations, properties, assets, or condition of FTA the Company, or (ii) any damage, destruction, or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAthe Company; (b) FTA the Company has not not, (i) amended its Articles Certificate of Incorporation (or similar documents) or Bylaws; Bylaws except as required by this Agreement, (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; , (iii) waived any rights of value which in the aggregate are outside of the ordinary course Ordinary Course of business Business or material considering the business of FTA; the Company, (iv) made any material change in its method of management, operation operation, or accounting; , (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course Ordinary Course of its business; Business, (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; , (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000); 1,000, or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA the Company has not not, (i) granted or agreed to grant any option, warrant, or other right for its stock, bonds, or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course Ordinary Course of business; Business, (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on its most recent balance sheet, and all current liabilities were incurred since that date in the ordinary course Ordinary Course of business Business, and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; , (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars $1,000), ($10,000)); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Company, or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to its knowledge, the knowledge of the FTA Shareholder, FTA Company has not become subject to any law Law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAthe Company.

Absence of Certain Changes or Events. Since November Except as set forth in this Agreement or the T&P Schedules, since June 30, 20131996: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA T&P; or (ii) any damage, destruction, or loss to FTA T&P (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTA;T&P. (b) FTA T&P has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAT&P; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with which its officers, directors, or employees; (c) FTA T&P has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent T&P balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in is the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAor T&P; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderT&P and Sweeney, FTA T&P has not become subject xxxxect to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of FTA.T&P.

Absence of Certain Changes or Events. Since November 30December 31, 20131998: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Synoptech or (ii) any damage, destruction, or loss to FTA Synoptech (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTASynoptech; (b) FTA Synoptech has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTASynoptech; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA Synoptech has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Synoptech balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTASynoptech; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.or

Absence of Certain Changes or Events. Since November Except as set forth in this Agreement or the BROADCAST Schedules, since June 30, 20132003: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA BROADCAST; or (ii) any damage, destruction, or loss to FTA BROADCAST (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTABROADCAST; (b) FTA BROADCAST has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTABROADCAST; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA BROADCAST has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities of BROADCAST reflected in or shown on the most recent BROADCAST balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTABROADCAST; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To Except as set forth on Schedule 1.07(d) to the best knowledge of the FTA Shareholdermanagement, FTA BROADCAST has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTABROADCAST.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the XXXXXX DEL SUR Schedules, 2013since December 31, 2008: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA XXXXXX DEL SUR; or (ii) any damage, destruction, or loss to FTA XXXXXX DEL SUR. (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAXXXXXX DEL SUR; (b) FTA XXXXXX DEL SUR has not (i) amended its Articles of Incorporation (Escritura Publica or similar documents) or Bylawsits Libro de Actas; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAXXXXXX DEL SUR; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA XXXXXX DEL SUR has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent XXXXXX DEL SUR balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) except as shown on Schedule 2.24(l), sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) except as shown on Schedule 2.07 made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAXXXXXX DEL SUR; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the knowledge of the FTA Shareholder, FTA XXXXXX DEL SUR has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAXXXXXX DEL SUR.

Absence of Certain Changes or Events. Since November September 30, 20132014 or such other date as provided for herein: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition (financial or otherwise) of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAUrban Planet; (b) FTA Urban Planet has not incurred any liabilities (contingent or otherwise) that have not been repaid other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be reflected in Urban Planet’s financial statements pursuant to GAAP; (c) Urban Planet has not (i) amended its Articles Certificate of Incorporation (or similar documents) or Bylawssince June 11, 2009; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; , (viv) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viiiv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (cd) FTA Except as disclosed on Schedule 1.07(d), Urban Planet has not (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any amendment or termination of any contractissued, agreementdelivered, or license agreed to which they are a party if such amendment issue or termination is relevant to the business of FTA; and deliver any stock, bonds or other corporate securities including debentures (dwhether authorized and unissued or held as treasury stock) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or except in the future may adversely affect, the business, operations, properties, assets, or condition of FTAconnection with this Agreement.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the Premier Schedules, 2013since January 1, 2016: (a) 1.6.1 There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Premier or (ii) any damage, destruction, or loss to FTA Premier (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAPremier; (b) FTA 1.6.2 Premier has not (i) amended its Articles of Incorporation Organization or Operating Agreement (or similar documents) or Bylaws;); (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAPremier; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Five Thousand Dollars ($10,0005,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA 1.6.3 Premier has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 5,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Five Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Five Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to material, considering the business of FTAPremier, other than in the ordinary course of business; and (d) 1.6.4 To the knowledge best Knowledge of the FTA ShareholderPremier Members, FTA Premier has not become subject to any law Law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAPremier.

Absence of Certain Changes or Events. Since November Except as set forth in ------------------------------------ Schedule 3.07 attached hereto, since September 30, 20132001, neither the Company ------------- nor any of its subsidiaries has: (a) There has not been (i) made any material adverse change changes in the proposed businessits articles of organization, operationsby-laws, properties, assets, authorized capital or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAoutstanding securities; (b) FTA has not issued, sold, delivered or agreed to issue, sell or deliver any of its capital stock, bonds or other corporate securities, or granted or agreed to grant any options, warrants or other rights calling for the issuance, sale or delivery thereof; (ic) amended its Articles borrowed or agreed to borrow any funds or incurred, or become subject to, any obligations or liability (absolute or contingent), except obligations and liabilities incurred in the Ordinary Course of Incorporation Business (as defined below); (d) paid any obligations or similar documentsliability (absolute or contingent) other than current liabilities reflected in or Bylaws; shown on the balance sheets and current liabilities incurred since September 30, 2001 in the Ordinary Course of Business; (iie) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind kinds whatsoever to stockholders in respect of its capital stock, or purchased purchased, redeemed or redeemedotherwise acquired, or agreed to purchase purchase, redeem or redeemotherwise acquire, any of its outstanding capital stock; ; (iiif) except in the Ordinary Course of Business, sold, transferred, or otherwise disposed of, or agreed to sell, transfer, or otherwise dispose of, any of its assets, properties, or rights, or cancelled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims; (g) except in the Ordinary Course of Business, entered or agreed to enter into any agreement or arrangement granting any preferential right to purchase any of its assets, properties, or rights, or requiring the consent of any party to the transfer and assignment of any such assets, properties, or rights; (h) waived any rights of value value, without consideration therefor, which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; to its business; (ivi) made accelerated, terminated, modified in any material change in its method respect, or canceled any agreement, contract, lease, or license (or series of managementrelated agreements, operation contracts, leases, and licenses) involving more than $100,000 to which the Company is a party or accounting; by which it is bound; (vj) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made made, directly or indirectly, any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any of its present or former officer officers, directors, or employee; employees; (viik) increased or agreed to increase the rate of compensation payable or to become payable by it the Company to any of its officers officers, directors, or directors employees or adopted any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); new, or (viii) made any increase in in, any existing, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan, payment, payment or arrangement made to, for, or with its any of such officers, directors, or employees; (cl) FTA has not made any capital expenditures (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingentcommitments therefor) in excess of $10,000 except liabilities incurred 100,000 individually or $250,000 in the ordinary course aggregate; (m) entered into any other transaction other than in the Ordinary Course of business; Business; (iin) paid experienced any labor trouble or agreed been informed of the loss or potential loss of any management or technical personnel which has, or can be anticipated to pay have, a Material Adverse Effect; (o) been warned or cited for any material obligations violations of the federal Occupational Safety Health Act of 1970 or any rules or regulations promulgated thereunder or any other act, rules or regulations of any other governmental agency; (p) suffered any damages, destruction or losses which in the aggregate are material to the Company's business, or incurred or become subject to any material claim or liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract which are in the aggregate material to the Company's business; (absolute q) failed to operate the business of the Company in the Ordinary Course of Business so as to use reasonable efforts to preserve such businesses intact, to keep available the services of the employees of the Company, and to preserve the goodwill of the suppliers of the Company, customers and others having business relations with the Company except where such failure would not have a Material Adverse Effect on the respective businesses or contingentfinancial condition of the Company; (r) changed the accounting methods or practices by the Company in a manner materially affecting its assets, liabilities or business; (s) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, or licenses) involving more than $100,000, other than current liabilities, and all current liabilities were incurred customer contracts entered into in the ordinary course Ordinary Course of business and professional and Business; (t) imposed any Lien other fees and expenses than Permitted Liens, (as defined in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferredSection 3.16), or agreed to sell or transfer, upon any of its assets, propertiestangible or intangible; (u) delayed or postponed the payment of accounts payable or other liabilities outside the Ordinary Course of Business, other than accounts which the Company is disputing in good faith; (v) granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business; (w) made any loan to, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancelentered into any other material transaction with, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contractits affiliates, agreementdirectors, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholderofficers, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affectemployees, the business, operations, properties, assets, Shareholders or condition of FTA.any affiliate thereof;

Absence of Certain Changes or Events. Since November Except as set forth in this Agreement, the SEC Filings or the Company Schedules, since September 30, 20132013 and through Closing: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA the Company or (ii) any damage, destruction, or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTAthe Company; (b) FTA the Company has not (i) amended its Articles of Incorporation (or similar organizational documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders members or shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stocksecurities; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAthe Company; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; Share Exchange Agreement Gulf, Gulf Shareholders and Saga (c) FTA the Company has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 1,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Five Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Five Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to material, considering the business of FTA; andthe Company, otherwise than in the ordinary course of business; (d) To the knowledge of the FTA Shareholder, FTA The Company has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.the Company; and (e) The Company shall and shall have conducted its business only in the ordinary course. The Company, its officers, directors and employees shall seek to preserve for Gulf the business relationships between the Company and its employees, suppliers, creditors, customers, and others transacting business with the Company. The Company shall not have engaged in any transaction outside the ordinary course of its business, including the purchase or sale of any significant amount of capital equipment since September 30, 2013 through Closing. No bonuses or salary increases shall be or have been paid, granted or promised to any employee or shareholder of the Company since September 30, 2013 other than (i) bonuses or salary increases paid, granted or promised to employees in the ordinary course of business under any program or policy previously disclosed in the SEC Filings and (ii) any retention, success and/or transaction bonuses required to be paid under existing agreements, if any, with any officer, director, or employee and/or as a result of the transaction contemplated by this Agreement as previously disclosed in the SEC Filings. Share Exchange Agreement Gulf, Gulf Shareholders and Saga

Absence of Certain Changes or Events. Since November 30, 2013:2020 and except as disclosed in this Agreement (including Chemrex Section 1.12): (a) There there has not been (i) any material adverse change in the proposed business, operations, propertiescondition (financial or otherwise), assets, liabilities, capitalization, business or condition business prospects of FTA Chemrex which, individually or in the aggregate, have been materially adverse, (ii) any damage, destruction, destruction or loss to FTA Chemrex (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTA;the Chemrex, (iii) any indebtedness for borrowed money, issuance or sale of debt securities or discharge of any liabilities or obligations, (iv) any mortgage, pledge or lien, lease, security interest or other charge or encumbrance on any asset of Chemrex, (v) any payment of any amount of indebtedness prior to the due date, any material debts or claims forgiven or canceled, or any material rights or claims released or waived, (vi) any contract for or payment of any capital expenditure in excess of $25,000 not in the ordinary course of business, or (vii) any write up or write down of the carrying cost of any asset. (b) FTA Chemrex has not (i) amended its Articles memorandum of Incorporation (association or similar documents) or Bylawsarticles of association; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockshares; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAthe Chemrex; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (viv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (viivi) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000); or (viiivii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.

Absence of Certain Changes or Events. Since November 30, 2013: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to the business of FTA; and (d) To the knowledge of the FTA Shareholder, FTA has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.. Initials: R.N.

Absence of Certain Changes or Events. Since November 30To the knowledge of Valtech, 2013: (a) since December 31, 2007. There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Valtech or (ii) any damage, destruction, or loss to FTA Valtech (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTA; (b) FTA Valtech; Valtech has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAValtech; (iv) made any material change in its method of management, operation operation, or accounting; (v) other than in the ordinary course of business, entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) other than pursuant to any existing employment agreement, made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) other than pursuant to any existing employment agreement, increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) other than pursuant to any existing employment agreement, made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA ; Valtech has not (i) materially borrowed or agreed to borrow any funds funds, or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Valtech balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except non-material assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)50,000), or canceled, or agreed to cancel, any debts or claims (except non-material debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)50,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAValtech; and or (dv) To issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and to the knowledge of the FTA ShareholderValtech, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAis substantially likely to have a Material Adverse Effect on Valtech.

Absence of Certain Changes or Events. Since November 30, 2013: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside date of the ordinary course of business or material considering Company Balance Sheet, neither the business of FTA; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to Company nor any of its officers or directors in their representative capacities on behalf of the Company have: (a) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars business; ($10,000b) forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by any Shareholder, officer, director, employee or affiliate of the Company); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not granted any increase in the compensation of directors, officers, employees or consultants; (id) suffered any change having a material adverse effect on the Company's business operations, assets, liabilities (absolute, accrued, contingent or otherwise) condition (financial or otherwise) or prospects; (e) borrowed or agreed to borrow any funds or incurredfunds, incurred or become subject to, whether directly or by way of assumption or guarantee or otherwise, any material obligation obligations or liability liabilities (absolute absolute, accrued, contingent or contingentotherwise) in excess of $10,000 individually or in excess of $25,000 in the aggregate, except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material and obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were that are incurred in the ordinary course of business and professional consistent with past practice, or increased, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (f) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and other fees consistent with past practice of claims, liabilities and expenses obligations reflected or reserved against in connection the Company Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the preparation of this Agreement and the consummation date of the transactions contemplated hereby; (iii) sold or transferredCompany Balance Sheet, or agreed to sell prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or transfer, incurred; (g) knowingly permitted or allowed any of its assetsproperty or assets (real, propertiespersonal or mixed, tangible or intangible) to be subjected to any Encumbrance; (h) purchased or sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible); (i) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or rights disclosed to any Person without obtaining an appropriate confidentiality agreement from any such Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (except j) made any single capital expenditure or commitment in excess of $5,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $10,000 for additions to property, plant, equipment or intangible capital assets, properties; (k) made any change in accounting methods or practices or internal control procedure; (l) issued any capital stock or other securities, or rights not used declared, paid or useful set aside for payment any dividend or other distribution in respect of its business whichcapital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, or otherwise permitted the withdrawal by any of the holders of Company Capital Stock of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the aggregate have a value ordinary course of less than Ten Thousand Dollars business and consistent with past practice; ($10,000))m) paid, loaned or advanced any amount to, or canceledsold, transferred or agreed leased any properties or assets (real, personal or mixed, tangible or intangible) to cancelany of the Shareholders or any of the Company's officers, directors or employees or any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination affiliate of any contractof the Shareholders or of the Company's officers, agreementdirectors or employees, or license except compensation paid to which they are a party if such amendment or termination is relevant to officers and employees at rates not exceeding the business rates of FTAcompensation paid during the fiscal year last ended and except for advances for travel and other business-related expenses; andor (dn) To the knowledge of the FTA Shareholderagreed, FTA has not become subject whether in writing or otherwise, to take any law or regulation which materially and adversely affects, or action described in the future may adversely affect, the business, operations, properties, assets, or condition of FTAthis Section 2.7.

Absence of Certain Changes or Events. Since November Except as set forth in this Agreement or the Castwell Disclosure Schedules, since September 30, 20132011: (a) There has not been (i) any material adverse change in the proposed business, operations, properties, level of inventory, assets, or condition of FTA the Castwell Entities or (ii) any damage, destruction, or loss to FTA the Castwell Entities (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAthe Castwell Entities; (b) FTA None of the Castwell Entities has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTACastwell; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay payment to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)employees; or (viii) made established any increase in any profit profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA None of the Castwell Entities has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Castwell balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights rights; (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or v) canceled, or agreed to cancel, any debts or claims claims; (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (ivvi) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTACastwell; or (vii) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To the knowledge of the FTA Shareholder, FTA has The Castwell Entities have not become subject to any law or regulation which materially and adversely affects, or in the future may would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of FTAthe Castwell Entities.

Absence of Certain Changes or Events. Since November 30, 20131999: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA the Companies or (ii) any damage, destruction, or loss to FTA the Companies (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAthe Companies; (b) FTA has The Companies have not (i) amended its Articles their articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its their capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAThe Companies; (iv) made any material change in its their method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; or (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any material increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its their officers, directors, or employees; (c) FTA has The Companies have not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent balance sheets of the Companies, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its their material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))rights, or canceled, or agreed to cancel, any material debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Companies; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderCompanies, FTA has the Companies have not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAthe Companies.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the Designer Apparel Schedules, 2013since January 1, 2017: (a) 1.6.1 There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Designer Apparel or (ii) any damage, destruction, or loss to FTA Designer Apparel (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTADesigner Apparel; (b) FTA 1.6.2 Designer Apparel has not (i) amended its Articles of Incorporation (or similar organizational documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders members or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTADesigner Apparel; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Five Thousand Dollars ($10,0005,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA 1.6.3 Designer Apparel has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 5,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Five Thousand Dollars ($10,000)5,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Five Thousand Dollars ($10,000)5,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party if such amendment or termination is relevant to material, considering the business of FTADesigner Apparel, other than in the ordinary course of business; and (d) 1.6.4 To the knowledge best Knowledge of the FTA ShareholderDesigner Apparel Members, FTA Designer Apparel has not become subject to any law Law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTA.Designer Apparel. Share Exchange Agreement Designer Apparel, Designer Apparel Members and Code Green

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement (including the Schedules), 2013or as otherwise disclosed to DSTV in writing, since December 31, 2006: (a) There has not been been: (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA ABG; or (ii) any damage, destruction, destruction or loss to FTA ABG (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAABG; (b) FTA ABG has not not: (i) amended its Articles articles of Incorporation (or similar documents) or Bylawsorganization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions distribution of any assets of any kind whatsoever to stockholders its member or purchased or redeemed, redeemed or agreed to purchase or redeem, redeem any of its capital stockmembership interests; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAABG; (iv) made any material change in its method of management, operation or accounting; or (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employeestransaction; (c) FTA ABG has not not: (i) borrowed or agreed to borrow any funds or incurred, incurred or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of businessbusiness so as total liabilities do not exceed $65,000; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the _____ _, 2007 ABG balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, properties or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))rights; or (iv) made or permitted any amendment or termination of any contract, agreement, agreement or license to which they are it is a party if such amendment party; or termination is relevant (v) issued, delivered or agreed to the business of FTAissue or deliver any membership interests, bonds or other corporate securities, including debentures (whether authorized and unissued or held as treasury membership interests); and (d) To the best knowledge of the FTA ShareholderABG and Seller, FTA ABG has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, assets or condition of FTAABG.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the PRC Schedules, 2013since December 31, 1996: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA PRC or (ii) any damage, destruction, or loss to FTA PRC (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAPRC; (b) FTA PRC has not (i) amended its Articles of Incorporation (or similar documents) or BylawsBy-Laws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAPRC; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA PRC has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent PRC balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAPRC; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderPRC, FTA PRC has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, affect the business, operations, properties, assets, or condition of FTAPRC.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the CLAVO RICO Schedules, since December 31, 2013: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA CLAVO RICO or a Subsidiary; or (ii) any damage, destruction, or loss to FTA CLAVO RICO or a Subsidiary (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTACLAVO RICO or its Subsidiaries; (b) FTA has not Neither CLAVO RICO nor the Subsidiaries have (i) amended their incorporation documents or its Articles of Incorporation (or similar documents) or BylawsBy-Laws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTACLAVO RICO and the Subsidiaries; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA has not Neither CLAVO RICO nor the Subsidiaries have (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent CLAVO RICO balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceledcancelled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTACLAVO RICO and the Subsidiaries; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To Neither CLAVO RICO nor the knowledge of the FTA Shareholder, FTA has not Subsidiaries have become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTACLAVO RICO.

Absence of Certain Changes or Events. Since November Except as set forth in ------------------------------------ this Agreement or Schedule 3.07, since June 30, 20132000: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA PTC-Texas; or (ii) any damage, destruction, or loss to FTA PTC-Texas (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAPTC-Texas; (b) FTA PTC-Texas has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAPTC-Texas; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA PTC-Texas has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent PTC-Texas balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAPTC-Texas; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) To to the best knowledge of the FTA ShareholderPTC-Texas Shareholders, FTA PTC-Texas has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAPTC-Texas.

Absence of Certain Changes or Events. Since November 30Except as set forth in this Agreement or the Town House Schedules, 2013as of the most recent Town House consolidated balance sheet, when received: (a) There has except in the normal course of business, there will not been be (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Town House and its wholly-owned subsidiary, Wuhan; or (ii) any damage, destruction, or loss to FTA Town House and its wholly-owned subsidiary, Wuhan (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTATown House and its wholly-owned subsidiary, Wuhan; (b) FTA has Town House and its wholly-owned subsidiary, Wuhan, will not have (i) amended its Articles of Incorporation (or similar their organizational documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTATown House and its wholly-owned subsidiary, Wuhan; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales which is not in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA has Town House and its wholly-owned subsidiary, Wuhan, will not have (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred not otherwise in the ordinary course of business, and except for capital raised by issuance of debt or equity in a private placement or other capital raising transaction deemed advisable by Town House; (ii) paid or agreed to pay any material obligations obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilitiesliabilities reflected in or shown on the most recent Town House consolidated balance sheet, and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebybusiness; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is relevant to material, considering the business of FTATown House and its wholly-owned subsidiary, Wuhan; and or (dv) To the knowledge of the FTA Shareholderissued, FTA has not become subject to any law or regulation which materially and adversely affectsdelivered, or in the future may adversely affectagreed to issue or deliver any stock, the business, operations, properties, assets, bonds or condition of FTAother corporate securities including debentures (whether authorized and unissued or held as treasury stock).

Absence of Certain Changes or Events. Since November 30Except as described herein or in the Comet Schedules, 2013since the date of the most recent Comet balance sheet: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA Comet (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAComet; (b) FTA Comet has not (i) amended its Articles articles of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAComet; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, or with its officers, directors, or employees; (c) FTA Comet has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Comet balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, propertiesproperty, or rights (except assets, propertiesproperty, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAComet; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To to the best knowledge of the FTA ShareholderComet, FTA it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAComet.

Absence of Certain Changes or Events. Since November 30, 2013the date of the most recent TNSX balance sheet included in the TNSX SEC Reports: (a) There has not been (i) any material adverse change except as reflected in the proposed businessa TNSX SEC Report, operations, properties, assets, or condition of FTA or (ii) any damage, destruction, or loss to FTA (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTA; (b) FTA TNSX has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTATNSX; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA ; TNSX has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent TNSX balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTATNSX; and or (dvi) To the knowledge of the FTA Shareholderissued, FTA delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and to its knowledge, TNSX has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTATNSX.

Absence of Certain Changes or Events. Since November Except as set forth in Section 1.09 of this Agreement or Schedule 1.07, since September 30, 20131998: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA LOCX; or (ii) any damage, destruction, or loss to FTA LOCX (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTALOCX; (b) FTA LOCX has not (i) amended its Articles certificate of Incorporation (incorporation or similar documents) or Bylawsbylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTALOCX; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)2,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;; and (c) FTA LOCX has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business); (ii) paid or agreed to pay any material obligations obligation or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred reflected in or shown on the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated herebymost recent LOCX balance sheet; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)2,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTALOCX; and or (dv) To the knowledge of the FTA Shareholderissued, FTA has not become subject to any law or regulation which materially and adversely affectsdelivered, or in the future may adversely affectagreed to issue or deliver any stock, the business, operations, properties, assets, bonds or condition of FTAother corporate securities including debentures (whether authorized and unissued or held as treasury stock).

Absence of Certain Changes or Events. Since November 30December 31, 20132009: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA Xxxxxx or (ii) any damage, destruction, destruction or loss to FTA Xxxxxx (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAXxxxxx; (b) FTA Xxxxxx has not (i) amended its certificate of incorporation or Articles of Incorporation (or similar documents) or Bylawsexcept as required by this Agreement; (ii) declared or made, or agreed to declare or make, make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAXxxxxx; (iv) made any material change in its method of management, operation operation, or accounting; (v) entered into any other material transaction transactions or agreements other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars (exceed $10,000)1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA Xxxxxx has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Xxxxxx balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000)1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000)1,000); or (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAXxxxxx; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) To the knowledge of the FTA ShareholderXxxxxx Shareholders’ knowledge, FTA Xxxxxx has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAXxxxxx.

Absence of Certain Changes or Events. Since November 30Except as set forth ------------------------------------ in this Agreement or the Sunshine Schedules, 2013since inception on June 24, 2002: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Sunshine or (ii) any damage, destruction, or loss to FTA Sunshine (whether or not covered by insurance) materially and adversely affecting the business or financial condition of FTASunshine; (b) FTA Sunshine has not (i) amended its Articles of Incorporation (or similar documents) or BylawsOrganization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders members or purchased or redeemed, or agreed to purchase or redeem, any of its capital stockthe ownership interests; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTASunshine; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former manager, officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its managers, officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its managers, officers, directors, or employees; (c) FTA Sunshine has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 25,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Twenty-Five Thousand Dollars ($10,00025,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Twenty-Five Thousand Dollars ($10,00025,000)); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTASunshine; and (d) To the best knowledge of the FTA ShareholderSunshine, FTA Sunshine has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of FTASunshine.

Absence of Certain Changes or Events. Since November 30Except as disclosed ------------------------------------ in Schedule 2.06, 2013or permitted in writing by Sunshine, since the date of the most recent Company balance sheet: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, assets or condition of FTA the Company or (ii) any damage, destruction, destruction or loss to FTA the Company (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets or financial condition of FTAthe Company; (b) FTA The Company has not and will not (i) amended amend its Articles Certificate of Incorporation (or similar documents) or BylawsBylaws except to complete the performance of the Company as set forth herein; (ii) declared or made, or agreed to declare or make, or agree to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased purchase or redeemedredeem, or agreed agree to purchase or redeem, any of its capital stock; (iii) waived waive any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of FTAthe Company; (iv) made make any material change in its method of management, operation operation, or accounting; (v) entered enter into any other material transaction or agreement other than sales in the ordinary course of its business; (vi) made make any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased increase the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten exceed One Thousand Dollars ($10,0001,000); or (viii) made make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement arrangement, made to, for, for or with its officers, directors, or employees; (c) FTA The Company has not (i) granted or agreed to grant any options or warrants; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (iiiii) paid or agreed to pay any material obligations or liability liabilities (absolute or contingent) other than current liabilities, liabilities reflected in or shown on the most recent Company balance sheet and all current liabilities were incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions transaction contemplated hereby; (iiiiv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten One Thousand Dollars ($10,0001,000)), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Ten One Thousand Dollars ($10,0001,000)); or and (ivv) made or permitted any amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to material, considering the business of FTAthe Company; and (d) To the knowledge of the FTA Shareholder, FTA The Company has not become subject to any law or regulation which materially and adversely affects, or in the future future, may adversely affect, the business, operations, properties, assets, assets or condition of FTAthe Company.

Absence of Certain Changes or Events. Since November 30To the knowledge of Palmera, 2013since July 1, 2005: (a) There there has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of FTA Palmera or (ii) any damage, destruction, or loss to FTA Palmera (whether or not covered by insurance) materially and adversely affecting the business business, operations, properties, assets, or financial condition of FTAPalmera; (b) FTA Except in connection with the spin-off of Trinity , Palmera has not (i) amended its Articles of Incorporation (or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its outstanding capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business extraordinary or material considering the business of FTAPalmera; (iv) made any material change in its method of management, operation operation, or accounting; (v) other than in the ordinary course of business, entered into any other material transaction other than sales in the ordinary course of its businesstransaction; (vi) other than pursuant to any existing employment agreement with Palmera and certain compensation accruals for Officers of the corporation, namely the President and Treasurer/Secretary of Palmera, made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) other than pursuant to any existing employment agreement, increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Ten Thousand Dollars ($10,000)employees; or (viii) other than pursuant to any existing employment agreement with Palmera and certain compensation accruals for Officers of the corporation, namely the President and Treasurer/Secretary of the company, made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) FTA Palmera has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of $10,000 except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and all current liabilities were incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than Ten Thousand Dollars ($10,000))rights, or canceled, or agreed to cancel, any material debts or claims (except debts or claims which in the aggregate are of a value of less than Ten Thousand Dollars ($10,000))claims; or (iv) made or permitted any material amendment or termination of any contract, agreement, or license to which they are it is a party if such amendment or termination is relevant to the business of FTA; andparty; (d) To the knowledge of the FTA Shareholderits knowledge, FTA Palmera has not become subject to any law or regulation which materially and adversely affects, has had or in the future may adversely affect, the business, operations, properties, assets, or condition of FTAis substantially likely to have a Material Adverse Effect on Palmera.